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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 28, 1996
Matewan BancShares, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 33-17172 55-0639363
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
P.O. Box 100, 2nd Avenue and Vinson Street, Williamson, WV 25661
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(Address of Principal Executive Offices) (Zip
Code)
Registrant's telephone number, including area code (304) 235-1544
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Item 7. Financial Statements and Exhibits
(a) Pro Forma Financial Information and Financial Statements were not available
at the time of the 8-K filing of March 28, 1996 and therefore their inclusion
was impractical for the 8-K filing of that date.
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<CAPTION>
Matewan BancShares, Inc.
Pro Forma Consolidated Balance Sheet
December 31, 1995
(in thousands of dollars)
Matewan Bank One, Proforma Proforma
BancShares, Pikeville Adjustment Consolidated
Inc. N.A. Statement
<S> <C> <C> <C> <C>
Assets
Cash and due from banks $ 23,881 $ 7,565 $ 31,446
Federal fund sold and securities purchased
under agreements to resell 17,237 42,321 (2,130)(1) 57,428
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Cash and cash equivalents 41,118 49,886 (2,130) 88,874
Interest bearing deposits 5,704 0 5,704
Investment securities:
Available-for-sale 32,429 8,651 41,080
Held-to-maturity 73,299 3,270 152(3) 76,721
Loans, net 228,568 150,762 689(3) 380,019
Premises and equipment 9,692 8,836 2,149(3) 20,677
Intangible assets 1,660 492 6,904(2&3) 9,056
Other assets 8,564 2,977 11,541
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Total assets $401,034 $224,874 $ 1,764 $633,615
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Liabilities and shareholders' equity
Liabilities:
Deposits:
Non-interest bearing $ 44,917 $ 24,441 $ 69,358
Interest bearing 289,470 166,223 776(3) 456,469
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Total deposits 334,387 190,664 766 525,827
Short-term borrowings:
Federal funds purchased and repurchase
agreements 9,361 10,743 20,104
Other 8,349 1,061 9,410
Long-term borrowings 0 0 8,000(1) 8,000
Other liabilities 3,120 2,924 6,044
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Total liabilities 355,217 205,392 8,776 569,385
Shareholders' equity:
Preferred stock--$1 par value; 0 0 805(1&4) 805
Common stock--$1 par value;
10,000,000 shares authorized;
3,684,104 shares outstanding
at December 31, 1995 3,684 2,250 (2,250)(2&4) 3,684
Surplus 12,182 4,436 13,229 (1&4) 29,347
Retained earnings 29,976 12,613 (12,613)(2&4) 29,976
Treasury stock (78) (78)
Net unrealized gain (loss) on
available-for-sale securities 53 183 (183)(2&4) 53
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Total shareholders' equity 45,817 19,482 (1,012) 64,287
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Total liabilities and shareholders' equity $401,034 $224,874 $ 1,764 $633,615
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Matewan BancShares, Inc.
Statements of Income
Pro Forma Consolidated For the Year Ended December 31, 1995
(In Thousands of Dollars)
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<CAPTION>
Matewan Bank One, Proforma Proforma
BancShares, Pikeville Adjustment Consolidated
Inc. N.A. Statement
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $25,324 $15,348 (775)(7) $39,917
Interest and dividends on
investment securities
Taxable 6,272 1,339 (30)(7) 7,581
Tax exempt 146 270 416
Federal fund sold and securities
purchased under agreements
to resell 700 1,007 (121)(5) 1,586
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Total interest income 32,442 17,964 (906) 49,500
Interest expense:
Deposits 12,067 6,769 (636)(7) 18,200
Short-term borrowings 577 1,129 620 (6) 2,326
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Total interest expense 12,644 7,898 (16) 20,526
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Net interest income 19,798 10,066 (890) 28,974
Provision for loan losses 1,908 941 2,849
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Net interest income after
provision for loan losses 17,890 9,125 (890) 26,125
Non-interest income:
Service charges and fees 2,050 857 2,907
Investment securities 0 (32) (32)
Other 1,252 411 1,663
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Total non-interest income 3,302 1,236 4,538
Non-interest expense:
Salaries and employee benefits 5,776 4,189 9,965
Net occupancy 954 1,288 86 (7) 2,328
Other 6,259 3,180 1,290 (7) 10,729
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Total non-interest expense 12,989 8,657 1,376 23,022
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Income before taxes 8,203 1,704 (2,266) 7,641
Applicable income taxes 2,983 550 (906)(8) 2,627
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Net income $ 5,220 $ 1,154 (1,360) $ 5,014
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Dividend on Preferred Stock - - (1,509) $ 1,509
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Net income applicable to Common
Stock $ 5,220 1,154 (2,869) $ 3,505
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Net income per share applicable to
common stock $1.42 $ .96
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Notes to pro forma financial statements
(amounts on thousands of dollars)
Pursuant to the Purchase Agreement, the Company paid Banc One $28.6 million
in cash for 100% of the outstanding capital stock of Pikeville and has
incurred related costrs and expenses of $448. Pro forma financial
statements reflect the acquisition as a purchase.
(1) Net cash adjustment
Proceeds of preferred stock offering $18,470
Proceeds from note payable 8,000
Funds applied to purchase Bank One, Pikeville (28,600)
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Net cash adjustment $(2,130)
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(2) Intangible asset calculation
Purchase price of Bank One, Pikeville $28,600
Book value of Bank One, Pikeville (19,482)
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Initial intangible asset value $ 9,118
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Under purchase accounting, Pikeville's assets and liabliities are required
to be adjusted to their estimated fair values. The estimated fair value
adjustments have been determined by the Company based upon information
available to management, following are pro forma adjustments made to
reflect Pikeville's fair value at December 31, 1995 (in thousands).
Amounts as reported by Pikeville $19,482
Fair value adjustments
Investments 152
Loans 689
Fixed Assets 2,149
Certificates of Deposit (776)
Deposit base intangible 2,517
Costs in excess of company acquired 4,387
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$28,600
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(3) Purchase price in excess of book
Investment securities marked to market $ (152)
Loan portfolio marked to market (689)
Premises and fixed assets written to market (2,149)
Certificates of deposit marked to market 776
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Adjustments to intangible asset $(2,214)
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The Company has indentified certain acquired loans which its plans
for recovering the net carrying value differs from Pikeville's basis
used for estimation of losses on those loans. The Company's plan for
these loans also differs from its plans regarding the remaining loans
in the portfolio. These loans, primarily commercial in nature, will
be worked heavily through collection efforts which may result in the
foreclosure on the collateral underlying the loans to minimize
estimated losses. Based on the Company's plan of action related to
these certain loans, the Company has estimated that their carrying
value should be written down by approximately $1.043 million, to
their estimated fair value, which has been included in the $(689)
above.
(4) Equity adjustments
Proceeds from preferred stock offering
Preferred $ 805
Surplus 17,665
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Preferred stock $18,470
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Elimination of Bank One Pikeville capital
Common stock $(2,250)
Common surplus (4,436)
Retained earnings (12,613)
Net unrealized gain on investment securities (183)
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Capital adjustment $19,482
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(5) Interest foregone on $2,130 for one year at 5.69%
(6) Interest expense on note payable
(7) (a) Amortization of deposit base intangibles over the estimated
lives of deposit relationships on an accelerated basis (998)
Pursuant to the Purchase Agreement, the Company paid Bank One $28.6 million
in cash for 100% of the outstanding capital stock of Pikeville and has
incurred related costs and expenses of $448. Pro forma financial statements
reflect the acquisition as a purchase.
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(b) Amortization/acceleration of adjustments to
investments and loans (30)
(c) Amortization/accretion of adjustments to
deposits 636
(d) Amortization over 15 years of cost in excess
of net assets acquired (292)
(e) Amortization/accretion of adjustments to loans (755)
(f) Depreciation of adjustments to fixed assets (86)
(8) Income tax effect at 40% (906)
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(b) Exhibits and Reports on Form 8-K - A report on Form 8-K was
filed March 28, 1996 and incorporated herein by reference.
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
MATEWAN BANCSHARES, INC.
By: /s/Dan R. Moore
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Dan R. Moore, President
Dated: May 28, 1996
